- Current report filing (8-K)
December 22 2008 - 7:39AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported):
December 18, 2008
Casella Waste Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
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000-23211
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03-0338873
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(State or Other Juris-
diction of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.)
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25 Greens Hill Lane
Rutland, Vermont
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05701
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(Address of Principal
Executive Offices)
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(Zip Code)
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Registrants telephone number, including area
code:
(802)
775-0325
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (
see
General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02
Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
The Registrant has named
John S. Quinn as its Senior Vice President, Chief Financial Officer and
Treasurer, effective January 5, 2009.
Mr. Quinn, age 50, is joining the company from Allied Waste Industries,
Inc., where he spent eight years serving in a number of key finance capacities,
including Senior Vice President of Finance from 2005 to the present, Controller
and Chief Accounting Officer from 2006 to 2007, and Vice President Financial
Analysis and Planning from 2003 to 2006.
Mr. Quinn accepted his appointment on December 18, 2008.
In connection with the
appointment of Mr. Quinn, on December 18, 2008 the Registrant and Mr. Quinn
signed an employment agreement. The agreement has an initial term of three
years and is automatically renewable for additional terms of one year unless
terminated by either party pursuant to the terms of the agreement. Mr. Quinn is
entitled to an annual base salary of $285,000. He shall be eligible for a cash
bonus of up to 85% of his base salary, the issuance of additional stock
options, or a combination of stock options and cash in an amount to be
determined by the Compensation Committee of the Registrants Board of Directors
prior to the conclusion of each fiscal year. Mr. Quinn also received options to
purchase 150,000 shares of Class A Common Stock at the fair market value per
share on the first date of his employment subject to all conditions of the
Registrants stock option incentive plan and 12,000 restricted stock units
exercisable for Class A Common Stock. The options will vest one-third on the
first date of employees employment with the Registrant, one-third on the first
anniversary of such date, and one-third on the second anniversary of such date.
In recognition of foregone compensation arrangements available through his
prior employment, Mr. Quinn is also entitled to a make whole benefit of
$200,000, of which one-half is payable in cash and one-half is payable in
restricted stock units exercisable for Class A common stock on the six-month
anniversary of the commencement of his employment. He is entitled to relocation
expenses in an amount of $105,000 payable on or before March 15, 2009. He will
also receive a monthly auto allowance of $650 and a gas card related to the use
of such automobile. Mr. Quinn is entitled to participate in any health benefit or
other employee benefit plan available to the Registrants senior executives.
Mr. Quinn agreed not to
compete with the Registrant for a period of one year after the termination of
his employment within 100 miles of any facility operated by the Registrant
during such term of employment. He also agreed that during this one-year
period, he would not solicit the Registrants customers or accounts or other
employees. In the event of a termination of Mr. Quinns employment without
cause, the Registrant would be required to pay him an amount equal to two times
the highest base salary paid to Mr. Quinn prior his termination; two times 85%
of the highest base salary paid to Mr. Quinn prior his termination; an amount
in cash equal to any accrued but unpaid base salary, bonus and unused vacation
through the date of termination; group medical, dental, disability and life
insurance benefits for two years from termination; and the accelerated vesting
of any stock options or equity grants that have been issued by the Registrant
to Mr. Quinn. In the event that Mr. Quinn terminates his employment with the
Registrant for good reason, in which specified events occur which affect the
terms of his employment, he will receive the payments described in the
preceding sentence plus an additional payment intended to compensate him for
excise taxes payable in connection with severance payments.
A copy of the press
release announcing Mr. Quinns appointment is attached hereto as Exhibit 99.1.
Item 9.01. Financial
Statements and Exhibits
(d)
Exhibits
See
Exhibit Index attached hereto.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Casella Waste Systems, Inc.
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Date: December 22, 2008
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By:
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/s/ John W. Casella
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John W. Casella, Chief Executive Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press release entitled CASELLA WASTE SYSTEMS NAMES JOHN
QUINN CHIEF FINANCIAL OFFICER issued by the Registrant on December 22, 2008
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